Spider-Zim
by HumanBarricade
Summary: Zim is sent to New York to study a role model...Spider-Man. He meets Peter Parker and they sort of become friends. After a devastating accident Zim must pose as Spider-Man until Peter recovers. What will Zim's small taste of being Spider-Man be like? You'll just have to sit back, grab some popcorn, and read until your vision fails you. T because of 'language' and 'violence.'
1. Introduction

"What!?" Zim basically screamed. The principal sighed and repeated, "You're going to New York to study a role model, Zim. It's either that or therapy." Zim clenched his fists and hung his head in shame. "Fine, I'll study a role model. Who will they even be?" The principal smirked and replied, "How about…Spiderman? Yes, he would be a great role model for a violent teen such as you." Zim cursed under his breath and glared up at the principal. "You'd better start packing, Zim. Your plane leaves in 24 hours." The principal handed Zim a book about Spiderman and a plane ticket. Zim took them then stood up and sprinted out of the school, happy to be away from that stupid human of principal (Whatever that meant). Zim noticed Dib leaning against the stair railing, sneering at him. "So what punishment did you get _this_ time, Zim? Do you have to write a 50 page essay? Are you going to therapy?" Zim made a fist and raised it into the air. But he sighed and let his hand fall to his side, remembering where that got him last time. "Fuck off, Dib-human." Zim began to walk home and Dib followed him. "Come on, Zim, is it really _that_ bad?" Zim stopped in his tracks and replied arrogantly, "No, Dib, it really isn't bad at all, because I'm leaving this stupid school for another one." "Why would the other school be any better?" Zim smirked and said, "Because it won't have YOU!" Zim punched Dib as hard as he possibly could in the stomach as he said 'you.' Dib fell to his knees, trying not to whimper in pain. "I hope I _never_ have to see your pathetic face again, Dib-worm."

Zim walked the rest of the way to his house and found GIR on top of a giant chocolate cake in the living room. GIR stuffed a giant piece in his mouth and looked over at Zim. "I'm not even going to ask where you got that from." GIR continued eating and Zim went down into the base. He found a bag and put clothes, snacks, some random machines, a book about Spiderman written by Mary Jane, and some school supplies into it. "Dib just had to tell the principal. At least I won't have to see him for a while, or that stupid human of principal." Zim picked up the Spiderman book and studied the picture of Spiderman on the cover. "According to this Mary Jane human Spiderman is New York's favorite super-hero. Hmm…mutated DNA gave him special spider abilities. It must be fun battling villains and getting to have super strength and swinging around on webs. Too bad Irken Invaders don't have time for such things." Zim put the book back into the bag and picked up his plane ticket. "Goodbye stupid little Dib-monkey and all the rest of my stupid classmates, hello New York, what possible adventures could you offer me?"


	2. Chapter 1

It was a foggy and humid morning Zim woke up to. He couldn't stand rain, but there wasn't anything he could do to change the fact that here on Earth, it rains. Anyways, he had a plane to get to so he grabbed his bag and took a taxi to the airport. And, surprisingly I know, it was full of…humans! Zim angrily went through security, without the TSA noticing the alien machinery, and then fast-walked to gate B33, labeled on his plane ticket. He sat down near a woman with a baby. Zim had to sit through 44 minutes of screaming, crying, and baby talk until the plane attendant finally decided that it was time to board the plane. He boarded the plane and sat in the back row by a window seat.

Nothing incredibly interesting happened on the flight, except an old man having a heart attack. As soon as the plane landed Zim ran to the door and was the first one out of the plane. All he had to do now was find his host family. "Where is that stupid paper with their names?" Zim searched his bag quickly and found the paper in the _Spiderman_ book. "Okay they are-" He was suddenly interrupted by a brown-haired teen wearing a strange sky-blue jacket. "Hi, my name is Peter Parker. You must be Zim. I'm part of your host family. Welcome to New York!" Zim looked slightly confused and just said, "Thanks" sarcastically. Peter smiled and pointed to an older woman who was surprisingly fit for her age. "That's my aunt May, she's also part of your host family. So where are you from, Zim?" Zim opened his mouth, about to reply, but was _again_ interrupted. The older woman said, "It's a pleasure to meet you, Zim. We'll be taking care of you for the rest of the year. We'd better get going; I have lunch ready at home." They all began walking towards the parking lot. Peter grinned even wider and put his hand on Zim's shoulder. "You're gonna love New York. Just wait 'til tonight when all of the lights are on, you might even get a glimpse of Spiderman!" Zim perked up when the human said Spiderman. "Have you seen him before?" "Only a glimpse of him," Peter replied, "but I've seen pictures and videos of him." "Oh" Zim said, sort of disappointed. "Peter?" Peter walked over to a silver car and replied, "Yes?" to his aunt. "Did you remember to make the bed in the guest bedroom?" Peter slightly blushed and said, "Oops" under his breath then replied with a nervous, "Yeah, of course I did." She simply shrugged and unlocked the car. Zim was about to open the door and get into the car, but before he could do that Peter whispered to him, "Sorry the bed's not made, don't tell my aunt." Zim sighed and wondered how humans even had the time to possibly worry about such things. "Okay." Zim sat down and set his bag on the floor. Peter sat next to him and then May started up the car. Peter looked over at Zim and said happily, "So why were you sent to New York, Zim? Did you come to study Spiderman?" Zim looked out the window and smirked at his reflection in the glass. "Surprisingly enough, yes I did." Peter, "Cool! My friend Mary Jane has seen him a few times. Maybe she could tell you about him." Zim looked over at Peter skeptically. "Didn't she write a book about him?" "Yeah, it was part of her assignment for her Journalism class, but she decided to have it published." Zim, "Oh, no wonder she's so into Spiderman. She wants to be a journalist." May turned on the radio and it started playing some strange music Zim didn't recognize.

No one really spoke for the rest of the drive, except Peter and his aunt talking about an exam for college. He didn't really care to listen to it so he watched all of the tall buildings, crowds of people rushing across the street, and all of the billboards advertising useless items for people to buy. "Okay, boys, we're home. Lunch is in the fridge. I have to go to a yoga class in a few minutes so I'll see you two later." Zim and Peter got out of the car and Zim picked up his bag. Peter waved to his aunt as she pulled out and drove away. Then he instantly turned to Zim and said, "So, Zim, do you like pizza?" Zim had a sudden flashback of GIR rubbing pizza on his face and getting a giant, hypnotic pimple. "I'm actually glucose intolerant." "Oh, is that why your skin is…um, discolored?" Zim smiled, humored by how easily the human was buying this. "Yeah, it's a weird skin condition I was born with, but I brought food that I can eat so…more pizza for you." They both stood there, awkwardly, until Peter broke the silence and said, "Well, I'll show you where you'll be sleeping." He smiled at Zim and walked over to the door. Zim sneered and slowly walked onto the porch. This human seemed to be convinced that he was normal. Now all he needed to do was find this _Spiderman_ and write a stupid paper. But he could also enjoy himself here, without that nuisance…the Dib-human.

Then Peter opened the door and, naively, let an alien invader into his home.


	3. Chapter 2

Peter immediately ran to the fridge and pulled out the pizza box. He didn't even bother to microwave it or anything. He just grabbed a slice and ate it cold. Zim shook his head in disapproval and smiled. "Wha? Is good!", Peter said with a mouth full of pizza. Zim, "So where is my room?" Peter quickly finished his pizza and drank some soda to wash it down. Peter, "It's upstairs. Come on, I'll show you." Zim followed Peter to a tidy, except for the half-made bed, guest bedroom with a window that had a perfect view of the city. Zim set his bag down on the unmade bed and walked over to the window. Zim was speechless. Peter, "Are you okay, Zim?" Zim blinked a few times then looked over at Peter. "Yeah, I'm fine. It's just that…this view is _amazing_." Peter smiled and said, "I knew you'd like it. After you get settled in you can come play video games with me if you want." Zim walked over to his bag with his back toward Peter and sneered. "Okay, I'll come down when I'm ready."

Peter left the room and Zim heard him walk down the stairs then turn on the TV. "Humans", Zim muttered to himself. He moved his bag onto a dresser and put all of his clothes into the drawers. Then he quickly made the bed and noticed something red under the bed. So he knelt down and looked under the bed. "Is this a 'Spider-Man' sock?" Zim grabbed the 'spider-sock' and threw it into what had to be Peter's bedroom. He heard Peter yelling at his game character to run faster and, at that, he walked downstairs.

Peter was having his character fight a large creature with white fur, blue glowing around its hands and feet, and glossy silver armor. Zim, "What is that thing?" Peter paused the game and looked back at Zim with his head hanging up-side-down off of the couch. Peter, "It's some sort of mystical polar bear guy that I have to defeat in order to get an ice-stone." Zim, "What is an ice-stone?" Peter sighed and said, "It is one of the seven stones that I need to defeat the dragon that wants to destroy all man-kind. It's just a stupid video game, and I can't seem to beat this level." Zim walked over to the couch and sat down one seat away from Peter. Zim, "I don't know much about video games and made-up creatures, but there is no armor on its legs so wouldn't they be vulnerable?" Peter, "I don't know, but I'll try attacking it there."

Peter and Zim played video games for about an hour or two and Peter may or may not have defeated the polar bear. The video game playing seemed extremely boring to Zim, but Peter seemed to be easily entertained by it. Peter, "It's starting to get dark. Do you want to go see the town at night?" Zim shrugged and said, "Sure." Then he stood up and stretched out because he had been sitting down for a while. Peter, "Okay, I'll go get my coat and we'll go." Peter left to search for a coat and Zim walked up to his bedroom. He pulled out a dark grey hoodie with red outlines on the hood, sleeves, and pockets. Zim looked at himself in the mirror and adjusted his wig. Zim, "They will never suspect a thing."

He walked downstairs and found Peter looking through a pile of coats. Peter, "I can't believe my friends left all of their coats here in a big pile and now I can't even find mine. I guess I'll just use Danny's since Sam's smells like…I don't even want to know what that smell is." Peter put on Danny's coat, whoever Danny was Zim didn't know, and opened the door. Zim followed him outside and they began to walk towards the city. Zim, "How long have you lived here?" Peter, "Probably my whole life. What about you?" Zim, "I just live in some stupid nameless city." Peter, "Oh, what about your family?" Zim, "My parents usually aren't at home and I'm an only child." Peter, "Hey, I'm an only child too. But my parents aren't alive anymore so my aunt takes care of me. Do you have any friends back home?" Zim sighed and looked off at the city silently. Peter shrugged and realized that he was being a little too persistent. Peter, "Sorry, I'm just sort of excited about having someone stay at my house. So what do you want to see first in New York? A store, a monument, a restaurant, the big TV screens?" Zim, "I always wanted to see a hero kick a bad guy's ass." Peter seemed a bit shocked that Zim talked like that, but then again a lot of people talked like that. Peter, "I don't know exactly where that would be, but it would most likely be in the center of the city."

They continued walking into the city going past larger and larger crowds and crossing streets. Zim noticed that it smelled really bad, especially in the large crowds of …*dun dun dun!*… HUMANS. Peter suddenly stopped and pulled out his cell-phone. He started talking to someone in a frustrated tone then hung up after a few minutes. Zim, "Who was that?" Peter looked over at Zim and said nervously, "That was…um, my-my friend who…needed help with her math homework. She lives nearby and I have to help her, but you can keep looking around town. Just come back here in about a half-hour or so." Peter then ran off and Zim was extremely confused. Zim, "Is math homework _that_ important to humans?"He shrugged and turned the corner and saw the big TV screens. One was advertising food, another had a big picture of a 'pretty' girl holding a soda, then another one had some sort of tablet device that looked shiny and colorful, but the one in the middle had a news reporter guy with an ugly patch of hair above his lip. He started talking about topics Zim didn't find interesting so Zim sat down on a bench and pulled out a credit card. Zim, "15,000 dollars is a lot of money, but if left in the wrong hands it could be spent in about two minutes." He laughed and put the card away. Suddenly he heard the reporter mention Spider-man. He instantly looked over to see Spider-man swinging on a web as if he was being chased. Zim stood up and began to run towards where Spider-man was. He _had_ to see how powerful this human really was.


	4. Chapter 3

It was becoming more and more difficult to push through the crowds of people. Zim kept his eyes on Spider-man and noticed a strange purple and silver armored machine flying towards Spider-man. He watched, in awe, as Spider-man perfectly dodged the machine's attacks and struck down the machine in midair with a single blow. The machine fell to the ground with a loud _THUD_ as Spider-man did a flip off of a building then landed on top of the machine. Spider-man, "Looks like you need to go back to flying school, buddy."

Most of the crowds had moved to a safe distance and were taking pictures or videos of the fight. The reporter on the big screen was screaming about Spider-man at the top of his lungs, but Zim focused strictly in on Spider-man. The machine lifted up one of its long arms and grabbed Spider-man's neck. It then stood up and threw him towards the crowd of people. He flew right over Zim's head and landed on top of a parked car. The machine began walking menacingly towards the crowd and the people ran. Some even dropped their phones and cameras. Spider-man sat up and rubbed his head. Spider-man, "Ouch…that's gonna hurt in the morning." Zim looked over at Spider-man, then at the machine getting closer to him. He sighed and sprinted towards the crowd until he was about 50 feet away from Spider-man.

The machine stopped right in front of Spider-man and grabbed his ankle. "Nope!" Spider-man struck a quick blow to the machine's head and hopped behind it. Spider-man waved his hands in the air and mockingly said, "Ha ha, can't catch _me_!" The machine quickly turned around and threw a punch at him, but he dodged the punch and kicked the machine right in the face. Spider-man giggled and said, "Did you get a kick outta that? Ha ha…kick." The machine regained its balance and ran towards Spider-man at full speed. He jumped into the air, landed on the machine's back, and pulled out a fistful of wires and machinery from its back. Spider-man, "Hmm, these might be important." The machine took a few slow steps forward then fell down flat on its face and shut down. Spider-man flexed his muscles and yelled, "Woo! Take that crazy evil robot. You can't handle Spidey."

The few people remaining began cheering. Zim smirked, thinking about how Spider-man had taken down that machine. Zim, "What an interesting battle. It reminds me of…no, this is nothing like that." Zim clenched his fist and took a deep breathe. "How could such power be in such an inferior being?" He watched, curiously, as Spider-man waved goodbye to the crowd and swung away on his webs, carrying the lifeless machine with him. Everyone started talking and comparing pictures, then they went back to what they were doing as if nothing had ever happened. Zim walked back over to the bench he was sitting on before and sat on it. Zim, "The ability to shoot webs from your wrists, amplified strength, a strange ability to sense danger and… it all belongs to some stupid human. Why would he waste such talent on beating up criminals that the police force should deal with? Hmm, humans just don't have any potential."

Zim sat there for a few minutes, wandering in his thoughts, until he heard someone running. He looked over and saw Peter sprinting toward him. Peter, "Hey, Zim, I finished helping my friend. Anything happen while I was gone?" Zim stood up and crossed his arms then said, "Nothing really, except for Spider-man beating up a machine and tearing its wires out. Nope, you did not miss a single thing." Zim smirked as Peter's jaw dropped. Peter, "What!? You…you seriously saw him? Did you get a picture of him?" Zim shook his head. "No, why would I bother when there are so many on the internet? Besides, he looks better in person." Peter glanced at his watch and said nervously, "It's almost ten o'clock. We'd better get home so aunt May doesn't freak out." They both began walking home, but Zim stayed a few feet behind Peter, lost in his thoughts.

As soon as they reached the house Peter ran to the door and opened it. He glanced over at Zim who was taking the longest time to walk over to the door. Peter, "You okay, Zim? Are you tired after watching Spider-man beat up a robot?" Zim blinked and ran over to the door. Zim, "Yeah, I could use some sleep." Peter closed the door behind Zim and walked over to the fridge. Zim watched him pull out yet another slice of pizza, but he actually decided to microwave it this time. Peter picked up the warm pizza and took a bite. Peter, "Mmm…das goo pizzaw." Zim was disgusted not only by the pizza, but how Peter talked with his mouth open. Zim, "Okay then, I'm just going to go to bed now." He fake smiled and walked upstairs.

As soon as he closed his bedroom door he sighed. Zim, "Fucking humans and their…pizza. Bleh." He walked over to the mirror above his dresser and noticed a black dot on his cheek. He swiftly wiped most of it off and the rest dissolved into his skin. Zim shrugged it off and changed into pajamas, then locked the door. Couldn't have any sneaky humans coming in and catching him without his disguise on. He took off his wig and peeled out his contacts, revealing his long, black antennae and his glistening, magenta eyes. Though he didn't really need to sleep, he sometimes enjoyed dreaming. So he laid down on his new bed and closed his eyes, falling into a deep sleep that was once thought only humans could reach.


	5. Chapter 4

**WARNING: Contains bloody violence and ZIIIMM!**

Zim awoke in a patch of iridescent colored grass. He slowly sat up and looked around. He saw tall, colorful trees with red, pink, orange, yellow, and even purple leaves and tall grass patches that seemed to reach out toward him. Zim walked through the forest aimlessly until he found a stone path leading him deeper into the strange yet beautiful forest. As he walked he saw a drop of water fall in front of him. He took a step back and another drop fell on his cheek. Zim lifted his hand up to wipe it off but stopped when he realized that it wasn't burning his skin. Another drop fell, and then another, and then it began to lightly rain. Zim shivered from how cold the rain made him feel inside and continued walking on the path. Soon he saw a glow in the distance and he began to run toward it. Zim stopped when he saw a patch of black grass. The blades of grass reached out toward him, but he took a few steps back to avoid it. The grass blades retracted as well and the grass became iridescent like the rest. Zim continued walking to the light and the closer he got the less he could see. The light was so blinding yet Zim was drawn into it like a moth. He couldn't resist the urge to look at it. Soon he was inside of it then everything went black.

Zim couldn't see a single thing, but there was a strange stench of human feet contaminating the air. He felt something soft underneath him. He tapped his PAK and it began to emit a pink glow. The soft thing underneath him was fabric. There was black fabric for as far as he could see. It was above him, beneath him, and even beside him. It made a horizontal tunnel-like structure that seemed to go on forever. He explored this strange tunnel until he saw another light. Zim came to the end of the tunnel and looked up at another vertical tunnel with light at the end of it. He had to climb up to it somehow. Suddenly Zim extended his long, robotic legs from his PAK and started to climb up the fabric walls. He _had_ to go into the light. Zim had no idea why, but he just knew that he had to. Soon he was inside of the light...

...and then he was inside of his base. Dib was in front of him, but he wasn't spying on Zim like he usually was. His arms were in high-tech chains and he was kneeling down. His clothes had tears in them that revealed cuts and gashes and his glasses were smashed on the floor. Zim looked down at his own hand and noticed that he was holding a large, sharp blade with blood on it. Dib, "I'll _never_ betray my own race just because I can't handle a little pain." Zim sneered and took a step forward. Dib quivered in fear and tried to break free. Zim, "It's no use, Dib. No stupid human, such as yourself, could break those chains. Tell me where the detonator is and I'll make your death a little less painful and quick." Dib, "I'd rather fucking suffer than help YOU!" Zim laughed and held the blade to Dib's neck. Zim, "Very well, Dib-human, if you insist." Dib took a deep breath and braced himself for the worst. Zim lifted up the blade then thrust it right through Dib's stomach. Dib screamed at the top of his lungs, then started breathing heavily. He looked up at Zim with despair invading his eyes and tears streaking his cheeks. Zim pulled the blade out of Dib's stomach and threw it aside. Blood began to drip from the wound and soon Dib began coughing up globs of blood onto the floor. Zim, "You could still tell me where it is, Dib-worm, and you won't have to die like this." Dib glared up at Zim and, with what strength he had left, he spit a glob of blood in Zim's face. Zim wiped it off and punched Dib in what was left of his stomach. Dib whimpered in pain and coughed up even more blood, until he chocked. His head fell forward limply and everything went silent. Zim looked down at his fist, covered in the human's blood, and smiled wickedly. He glanced down at the pool of blood at his feet, then at his enemy's lifeless body. Zim tilted Dib's head up and saw blood streaking his face instead of tears. He let Dib's head fall forward once more and noticed that the pool of blood was becoming blacker by the minute. It seemed as though it was coming towards him. Zim began to sprint away from it. He heard whispers behind him and at that he began to run. The faster he ran the louder and clearer the whispers became. "Come back." "Join us." "Become us." "Ziiimm…" He noticed that he wasn't in his base anymore. Zim didn't know where he was. There was nothing except…except himself. He kept running. The voices became even louder, beckoning him. "We are one." "We will find you." "You NEED us!" Zim suddenly fell into a pit and instinctively closed his eyes, bracing for impact. Suddenly something grabbed his arms and began to pull him up. He opened his eyes and saw Dib pulling him up. Zim, "I…I just _killed_ you!" Dib's eyes became black and his grin revealed jagged teeth. Zim threw what certainly was not Dib down into the pit and started running again.

Zim woke up to sunlight streaming in through the window in his face. He sat up and anxiously looked back and forth at the room. No one else was there. He sighed with relief and smiled. Zim, "It was only a stupid dream. And sometimes you have to take the good ones along with the bad." Zim stood up and looked out the window in his room. There was not a single cloud in the sky and Zim hoped that it would stay that way.


	6. Chapter 5

Zim grasped his stomach and glared up at the clock. The history teacher was giving a long, boring lecture about the Civil War and lunch was about 15 minutes away. Zim had been going to this high school in New York for almost a week now. He took all of the same classes, but at different times because of the transfer. The humans at this school weren't any better, or any worse, than those at his old school. At lunch he would sit next to Peter and his friends Harry, Mary Jane, and a few other kids. Obviously they were all curious about his skin color and he told them the 'glucose intolerance' crap and they all believed it. He looked up at the clock again and it read 11:51. "Great, only fourteen minutes till lunch", Zim mumbled to himself. The teacher looked over at Zim and said cunningly, "Do you have something to add to our lecture, Zim?" Zim smirked and said, "As a matter of fact I do. I just noticed that the day the Civil War officially started was the exact same day that France occupied a part of China, which is now Vietnam." The teacher was silent, and Zim was satisfied with himself.

After a few minutes the teacher resumed his lecture and Zim glared up at the clock once more. It read 12:03. Just two more minutes and he could go pretend to eat food with Peter's friends. Zim looked down at his notebook with only two things written on the current page. They read: '_This school has about 47 cameras, be extremely cautious'_ and '_Teachers leave you alone when you look like you're taking notes.' _ He smiled after reading the last one. He then drew a stick doodle of a teacher with a big head yelling. Zim then drew another doodle below it of Spider-man webbing the teacher's mouth shut. Suddenly the bell rang and Zim quickly packed up everything he had and ran out the door faster than you could spell _pizza_ backwards.

He made his way through the hallway until he saw Peter and Harry talking. Zim approached them and Peter said, "Hey, Zim, it looks like you survived the lecture." Zim, "Just barely." Peter smiled and Harry rolled his eyes. Zim could tell Harry wasn't too fond of him, especially since Harry and Peter were best friends. Maybe he was jealous? Or maybe he just plainly didn't like Zim. Harry, "We'd better get to the cafeteria, Mary Jane is probably waiting for us." Peter, "Okay, Harry." They all began to walk to the cafeteria with Zim hanging in the back and Peter and Harry walking side by side in the front. Peter, "Did you hear about that rogue robot chasing Spider-man last week?" Harry, "Yeah, I saw it on TV. I almost thought that robot was gonna win." Peter, "What?! You can't be serious. A stupid little robot beating up a super-hero like Spider-man?" Harry, "Well it would've been fun to watch for a while." They both continued laughing and talking about useless things while Zim lingered behind them, remembering that battle between Spider-man and a machine. He couldn't quite put his finger on it, but there was something strange going on. Something didn't feel right, like trying to jam two pieces of a puzzle together yet they just wouldn't fit. He shook it off and caught up with Peter and Harry.

Peter, "Oh, that reminds me. I have to give Danny his coat back." Harry, "Did I leave my coat at your house too?" Peter, "No just Danny, Sam, Ava, and Luke left their coats at my house." Harry, "Well that makes sense since they left first. Oh, my dad isn't going to be home tonight. Do you and your friends want to come over? It would be nice to have a party and get to hang out somewhere not at school." Peter, "Sure. Do you want to go to a really awesome party, Zim?" Zim thought for a moment then nodded. Zim, "Sure, I'm not doing anything tonight anyways." Peter smiled. Peter, "Yes, this is gonna be an awesome party, Zim. Harry's house is huge. We can rock out to cool music, and play video games and we can eat all the pizza we want…oh, you can't eat pizza. Sorry." Zim rolled his eyes out of Peter's sight and replied, "That's okay, and even if I could eat it I wouldn't. Cheese is just…just disgusting." Harry, "Hey, Mary Jane has a table saved for us."

They instantly raced each other for the table, but Zim continued walking. He saw another group of kids sitting at the table that he'd met before, but he didn't remember their names. Peter pointed to a boy with pale skin and slightly long blonde hair and said, "Zim, this is Danny, he's into meditating and Zen stuff…" then he pointed to a short boy with tan skin and brown hair "…and this is Sam, he loves his video games…" then he pointed to a girl with darkish skin and brown hair "…and this is Ava, don't ever get between her and studying…" and lastly he pointed to a muscular boy with black hair and dark skin "…and this is Luke, and as you can tell he's physically fit." They all waved at Zim, except for Sam who was yelling at his video game, and smiled. Zim sat down and Peter said, "Guys, this is Zim. He is visiting our school on an exchange program so he can study Spider-Man." Luke, "Spider-Man?" Ava, "You're studying him? Do you have to write a paper or a report or something?" Zim felt a bit awkward, but took a deep breath and let confidence consume him. Zim, "Yes, I have to study him and write a paper. I was 'misbehaving' at my old school so I have to study a role-model." Harry, "A role-model? I'm not sure Spider-Man exactly fits that role." Peter, "Ah come on Harry, Spider-Man is awesome! Besides didn't he save your dad before?" Harry, "Yeah, but he just…I don't know. I just wouldn't consider him a role model." Mary Jane, "It's okay. That's why everybody has different role models. Mine is J. Jonah Jameson, Peter's is Spider-Man, and...well I don't know what yours is Harry." Harry, "Maybe my dad."

Harry started to eat his food and Zim looked at everyone. Danny is blonde, Sam is a short brunette, Ava is a brunette, and Luke is tall, muscular, and has black hair. Good thing none of them are really similar. Mary Jane, "So who's your role model Zim? Is it Spider-Man or was he assigned to you." Zim, "He was assigned to me. I don't think I have a role model. I never really needed one." Mary Jane, "Oh." She took a bite of her apple and continued looking at her smart phone. Peter, "I can't wait for this party, Zim. You are going to love it!" 'No, you're going to love it while I sit in the corner and plot how I'm going to destroy humanity, dumb ass', Zim thought to himself. "Oh, yeah I'm sure it will be great", Zim said slightly sarcastically.


	7. Chapter 6

It was an icy and cloudy night in New York, but Zim could care less since he was safely indoors. He was in a tall, lavish building with large windows that displayed a beautiful view of Manhattan. Zim looked down at all of the cars in traffic, the hundreds of people crossing the busy streets, and all of the colorful lights reflecting off of the ice on the sides of the windows. Some of the stars were barely shining through the clouds and the moon was an indigo blue. It made him smile, but only for a moment.

Zim heard slow music behind him and he reluctantly turned around to see Peter and Mary Jane dancing together, Luke doing some weird dance moves, Danny asking Ava to dance with him, Sam eating tons of food off of a table, and Harry searching through his MP3 player for songs. Zim sighed, irritated, and looked back out the window. He didn't want to be at this dumb party, but he didn't really have a choice. The music was too loud for him to enjoy the outside view so he walked over to the table full of food. There was pizza, chips and dips, cookies, and lots of other foods he found absolutely repulsive. Zim looked away quickly before he could become nauseous. He saw Danny and Ava dancing together and Mary Jane dancing with Harry. Harry was blushing immensely.

Peter walked over to Zim and casually said, "Harry used to have a crush on her in the third grade, but now I think he is genuinely embarrassed." Zim scoffed and rolled his eyes. Why was Peter telling him this useless information? Is this really what humans discussed with each other? "Great." He mumbled just barely loud enough for Peter to hear. Peter noticed how bored Zim seemed to be and had an idea. Peter, "Hey, Zim we should play video games. Harry has this giant flat screen TV that makes the battles look _so_ awesome." Zim looked over at Peter and replied, "Is it a combat based game?" Peter smiled. "Most of them are combat based. There is one where you choose to be a villain or a hero then battle against an opponent. Spider-man is one of the hero options." Zim, "Okay, I'll play." They walked over to the couch and Peter inserted the disc. He handed Zim a controller and sat down. Zim looked down at the controller and realized how easy of a game this would be. He obviously chose to be Spider-man and Peter chose to be Loki. They had their characters battle for a while and Zim won 7 to 3.

Ava, "We should get going." Mary Jane, "But it's just barely 9 o'clock." Danny, "Our parents need us home by 10 and we live on the other side of town so now would be a good time to leave." Sam, "Aww, but I'm still eating." Luke, "Man, you're not full yet?" Luke picked up Sam and held him over his shoulder. Sam, "No, I need my cheesy nachos!" Ava, "Quit complaining, Sam, there's tons of food at home. And I have to study for that math test next week." Danny, "Good bye. We'll see you at school next week." They all waved, except for Sam, and left the building.

Zim had a huge smile on his face since he had beaten Peter at a stupid video game Peter really should have been a master at playing. He wasn't surprised that an Irken like him would have easily beaten a human though. Peter, "That was fun, except for the part where you totally kicked my butt." Zim, "I am a master at real life combat so it makes virtual combat that much easier." Peter, "I probably only lost because I've never played as Loki before." Harry walked over to the couch, behind Peter, and asked, "Did he beat you at your own game?" Peter, "Yeah, but that's what I get for playing with the same character every time and not using others." Harry looked over at Zim and grinned, though he didn't seem happy. He seemed more intent on avenging Peter. Harry, "Do you want to play against me Zim? I promise I won't lose as easily as Peter did." Zim shrugged and replied, "Sure, why not? Let's see who the real master of this game is."

And if there's one thing we all know about Zim it's that he refuses to lose, especially to an inferior human.

Peter handed the controller to Harry and walked over to Mary Jane standing near the table of food. Harry sat down in Peter's place and said, "Okay, Zim, you can choose your character, but take into account that I've mastered all of them…to an extent." Zim glanced over at Harry and smirked. "Was that a threat? Or was that you admitting that you are a hypocrite?" Harry sneered. "You're stalling, Zim." Zim looked up at the list of characters displayed on the screen. He knew he could win with any of them, but obstinately he chose Spider-man. Harry chuckled under his breath and chose Venom.

Mary Jane and Peter watched the virtual battle while eating chips and talking about college and what they were going to after high school in the background. The score was 5 to 5. Zim had to admit that this was more difficult that battling Peter, regardless he would not tie with such human scum. He _had_ to win this stupid game. He _had_ to be superior. Harry, "You only have 5% of your health remaining, Zim. There's no way you can beat me." Zim remembered a cheat code he heard about one of the kids at school talking about to get your health back to 100%. It was green, purple, up, left, left, X, and hold down blue for at least 6 seconds. This had to work, otherwise he'd never hear the end of losing to a pathetic human. He pressed all of the buttons in the correct order and surprisingly, it WORKED…

…but it gave _both_ players full health. Zim growled and Harry blinked a few times in amazement. Harry, "What the heck just happened?" Zim started beating up Harry's character while he was too busy being paralyzed with awe. Harry tried to block Zim's attacks but his character was too damaged to regain its balance. Harry used a special move that only Venom had and started trying to possess Zim's character. Zim had to press tons of different button combinations displayed on the screen to keep Spider-man from being possessed. For each button combination correctly pressed Venom's health would go down, but for each incorrectly pressed combination Spider-man's health would go down. Zim failed the first combination but focused himself and successfully completed the rest. Harry had Venom release Zim's character before his health reached 0%. Zim, "What's the matter, Harry? Could you only master Venom to an extent? It's time to end this." Zim finished Harry's character off with Spider-man kicking Venom right in the face. Venom disintegrated into the pixelated ground and Zim won 6 to 5.

Peter and Mary Jane clapped and Zim threw his hands up into the air. Zim, "YES! Zim has won! Spider-man has defeated Venom." Harry threw the controller onto the couch and sighed, frustrated that he had lost to this new kid. Peter walked over to Harry and put his hand on his shoulder. Peter, "It's okay, Harry. Even I was surprised that he won. You two were pretty close there for a while." Harry pushed Peter's hand off of his shoulder and replied angrily, "How could he have won? That was only his second time playing. He can't just magically be good at this game. It took me _months_ to master!" Peter took a few steps back and said calmly, "Whoa, calm down, Harry. It was just a stupid video game." Mary Jane, "If it makes you feel any better I don't even know how to use the basic controls. Zim is just a good player, that's all." Harry rubbed his temples and said, "I just need a glass of water."

He disappeared into the kitchen and Mary Jane looked at the time on her cell phone. Mary Jane, "Crap, it's 10:30. I should really get going." Mary Jane walked over to the table and grabbed her coat. Peter, "Do you want me to walk you home? It's getting pretty late." Mary Jane smiled and replied politely, "That's sweet, but I think you need to work things out between Harry and Zim." Peter, "Okay, well, be safe." Mary Jane put on her coat and kissed Peter on the cheek. "Good luck." By the time Peter realized what had just happened Mary Jane was already out the door and long gone. Peter, "What the…" He felt his cheek and blushed.

Zim cringed at the sight and turned around, hoping to avoid hearing it as well. Harry came back out of the kitchen with a half-empty(or half-full) glass of water and sat down in a chair adjacent to the table. He took a small sip and said, "Where did MJ go?" Peter was still dazed and awkwardly rubbing his face. Zim, "She had to go home." Harry, "I was asking Peter." Zim, "He's obviously too caught up in la la land to answer you." Harry stood up furiously and practically snarled at Zim. Zim took a few steps toward Harry and glared at him malevolently. Peter snapped out of la la land and noticed the tension between them, then stood between the two of them. Peter, "Hey, you two need to calm down. I can't believe you're both upset over a little, dumb video game that has nothing to do with assessing real life skills." Zim sneered when Peter looked over at Harry for the last part. "Now I'm going to go to go the bathroom and in the mean time you two need to settle this."

Peter ran upstairs and there was a loud _SLAM_. Zim crossed his arms and looked over at Harry. Zim, "So are you going to apologize for scaring off Peter's girlfriend?" Harry, "What? Do you mean MJ? They're just friends. We all are, except for _you_. You're just some idiotic delinquent kid." Zim smiled vastly, revealing strange, pointed teeth. Zim, "Then why did they kiss, Harry? If they're just friends then why did she kiss him? Friends don't kiss each other, unless they're more than friends." Harry's eyes were beginning to fill up with tears and Zim took a step closer to him. Zim, "You're the rich one, so why would she pick Peter over you?" Zim could feel strange power overcoming him and he was losing control of his body. Soon Harry's voice began to sound like a soft whisper and everything was getting darker and blurry. It wasn't long before he blacked out.


	8. Chapter 7

**_I know this story so far has been told sort of from third person/Zim's perspective, but now there will be some paragraphs or chapters that will have to be in third person/Peter's, Harry's, or maybe even Dib's perspective instead. Hopefully you don't get too confused. =)_**

Harry, "What? Why, why would she do that!?" Harry was crying and noticed that Zim's eyes were starting to turn black. Zim, "She doesn't like you Harry. She never did and never will. You are nothing." Harry fell to his knees in shame and whispered something. Zim, "What did you say?"

Harry glared up at what was no longer Zim. "I said Venom. You are Venom. How long have you possessed his body?" Venom smirked and said with his infamous hissing voice, "Only for a few minutesss." Harry stood up and wiped away his tears. Harry, "What do you want? Are you going to possess him from now on?" Venom, "Why would I want thisss ssstupid body? I only usssed it to get to you undetected. I want you, Harry. You need usss." Harry backed away and said, "I don't know, Venom. Last time I trusted you…actually every time I trusted you, you used me to go on rampages trying to destroy Spider-man and even my father that one time." Venom smiled and replied softly, "We can coexissst, Harry. Each time we became one you learned how to control it better. It'sss only a matter of time before you massster it." Harry, "What's the catch?" Venom, "You're jussst my hossst, that'sss it. You help me sssurvive and you can have sssuper powersss. Hurry up and make a choice before your friend returnsss."

Harry pondered nervously and took a few sips of water from the glass on the table. Venom softly hissed, "You could even impresss that Mary Jane girl." Harry set the glass of water back down on the table calmly and replied, "Okay, but if you want to go after Spider-man would you at least ask me this time?" Venom, "Very well, I shall asssk." They shook hands and Venom swiftly went from Zim into Harry's sleeve.

Zim feel onto the floor. He opened his eyes and rubbed his head. Zim, "What the fuck happened?" Harry replied nervously, "You feel unconscious while you were yelling at me. Are you okay?" Zim sat up and saw no trace of Harry actually caring if he were okay in his face. He just saw nervousness. Did Harry do something to him? No, humans didn't possess such abilities. The last thing he remembered doing was insulting Harry. He'd have to check his PAK when he got home to Peter's house to make sure it wasn't malfunctioning.

Peter came rushing down the stairs and looked down at Zim. Peter, "What happened to you?" Zim shrugged. "I wish I knew. Apparently I blacked out." Peter, "Do you have to go to the hospital?" Zim shook his head and stood up cautiously. "No, I'm probably just tired. I didn't get much sleep last night and its getting late. I'm probably going to sleep in tomorrow so we should start heading home." Harry, "Yeah, and I need to clean up before my dad gets home." Peter smiled and said, "At least you two aren't at each others throats anymore. Come on, Zim, let's go home." Zim walked over to the door and opened it. Peter looked over at Harry and said, "You guys settled things right?" Harry, "Yeah, we're good now. We just needed to let off a little steam." Peter, "Okay then, see you at school Monday." They quickly hugged and then Peter joined Zim at the door. Harry, "Bye." Peter waved then he and Zim closed the door and walked over to the elevator.

Zim pressed the down button and thought about his strange blackout. What the hell could have caused that? Maybe he truly was tired, after all he was yawing right now so it seemed to be the only logical explanation. Zim knew better than to believe that though. Even if he was tired he wasn't tired enough to faint. Peter interrupted his thoughts by saying, "Zim, the elevator's here." Zim stepped into the elevator with Peter and it was silent the whole way down.

When they reached the first floor Peter looked over at Zim and said, "Did you really fall unconscious because you were tired?" Zim sighed and walked out of the elevator. "I don't know. Only Harry knows what happened." Peter's watch started beeping and he blushed. Peter, "Oops, I accidentally set an alarm for 11p.m. instead of 11a.m." Zim rolled his eyes and walked ahead of Peter. He heard Peter mumbling something about a shield and an octopus. Zim shook his head and tuned him out.

_Meanwhile…_ Venom, "Ssso do you like Peter'sss new friend?" Harry was putting the last of the nachos in the fridge and replied, "Which one? He has five now." Venom, "The delinquent. Zim." Harry smirked. "Oh, that one. Of course not, he's an asshole." Venom, "You do realize that sssince our show isss ssstill going on you jussst made it PG-13 by ssswearing?" Harry, "What?" Venom, "I mean…yeah, ssswear wordsss are cool." "Okay?" Harry shrugged and started cleaning stains off of the table. "_Gullible, _" Venom thought to himself.


	9. Chapter 8

**WARNING: May possibly spoil any unwatched Invader ZIM and/or Ultimate Spider-man episodes. Probably won't but just in case.**

It was dark, but not pitch black dark. The street lights lit up the puddles of water on the sidewalk Zim so cautiously avoided. Peter followed a few feet behind, mumbling to himself. Zim curiously watched the vapor from his breath cling in the cold air and softly disappear. He knew that it was bound to snow soon. The temperature was nearly perfect for a heavy snowfall. Zim smiled to himself, remembering the Christmas where he posed as Santa and nearly teleported all of humanity to the Tallest. Though he hadn't succeeded it was still a happy memory, especially when the crowd tackled Dib for measly pieces of shrimp.

As soon as Peter and Zim reached the house it was almost midnight. Peter approached the door and slowly opened it. He peaked inside and Aunt May was nowhere to be seen. Peter gestured to Zim that it was all clear and safe to come inside. Zim went straight for his room, while Peter slowly went back outside. There was something he had to do. Something extremely important. His watch/communicator began to beep softly and he answered it. A transmission of Director Fury showed on the watch screen. "We found Dr. Octopus unconscious in the sewers with a small dead piece of Venom contained in a broken vile. We think that the rest of it got away and possibly found a host. Stay alert and report anything suspicious." Peter was a little shocked, but nodded his head. "Okay, Director Fury, I'll tell you if I see anything." Fury looked skeptical, either that or his eye patch was on too tight. "This isn't going to be like last time is it?" "What? No, of course not. Besides I just got back from Harry's house and he was fine. Venom is either dead or found a different host." Fury sighed and cut off the transmission.

Zim locked the door tightly and closed the curtains. If he was going to check his PAK he couldn't risk having anyone seeing him. His PAK ejected a small screen with recorded vitals and levels of its different components. Zim checked every one and they all seemed to be fine, all of them except for sleep patterns. "Strange, it just stopped recording for almost two hours out of the night a week ago. Wait, that's when I had that dream about killing Dib. What the fuck is going on?" Zim took deep breaths to calm himself. So what if his pack didn't record a stupid sleeping pattern? Besides, he didn't have enough of them recorded to really know if this level was abnormal for him or not. Zim let the screen retract back into his pack, and then he laid down on his back. He removed his disguise then curled up into a ball in the middle of the bed. Zim began to close his big Irken eyes until he heard the muffled sound of books falling coming from Peter's bedroom. He growled and stood up. Zim unlocked the door and walked over to Peter's bedroom. He then quietly opened Peter's bedroom door.

There, standing in Peter's bedroom, was the one and only Spider-man. Zim gasped when he peeled off his mask revealing that he was…Peter Parker? Zim was absolutely dumbfounded. Peter/ Spider-man looked over at him and gasped as well. "Zim?! What are you…doing in here?" Zim blushed and replied with, "I heard books falling and it woke me up so came to check it out. You aren't really Spider-man, are you?" Peter took a moment to gather his words and rubbed the back of his neck. "I…um…well. Wait, are your eyes magenta? And what happened to your hair?" Zim felt the top of his head and realized that he forgot to put his disguise back on. "Shit."

Peter closed his window and sat down on his bed. "What are you?" Zim came in and closed the door. "Are you Spider-man?" Peter looked up at Zim. He was more exposed than he was. He could get away with saying it was a Halloween costume, but Zim was so obviously… not human. "I…yes. I'm Spider-man." Zim smirked. "Could you prove it?" Peter blushed and smiled big. "Yeah, okay, I'll prove it. Throw one of those CDs into the air." Zim picked up a CD and threw it up into the air. Peter quickly aimed at it and hit it with a web, sticking it to a poster on the wall. "Damn. So when you said you had to help your friend with homework you really meant fighting a robot? That's so cool!"

Zim smiled, but it faded away when he remembered that his disguise was gone. How was he going to deal with this human? "So, Zim, _what_ are you? I'm too afraid to guess." Zim felt cornered, but realized that he also had some leverage. "Well, if you must know, I'm an alien." Peter's eyes widened. "Whoa. Do you get to fly around up in space and battle other aliens?" Zim smiled and tried to keep the information he was giving Peter a bit vague. "Yeah, but not as much as used to." Peter yawned and rubbed his eyes. "So what are you doing on Earth? Do you have to study it?" "Yes, and I was supposed to blend in but I suppose someone was bound to find out sooner or later. You're not going to turn me in, are you?" Zim prepared himself in case he had to battle the Spider-teen, but Peter stood and said calmly, "Of course not. You didn't do anything wrong. If you don't tell anyone I'm Spider-man I won't tell anyone you're, well, an alien. Deal?" Peter held out his hand and Zim shook it. "Deal."

**Reviews are appreciated! Thanks ~HB**


	10. Chapter 9

School was strange without Zim. There was no constant ranting about smelly humans or ridiculous plots to invade the Earth or complaining about the disgusting slop the school cafeteria deemed food. There were no strange experiments he had to stop or helpless kids he had to save from Zim.

Dib should have been happy, right? WRONG.

Dib was absolutely bored out of his fucking mind without Zim. Yeah, he could go trap Bigfoot or film vampires, but that would take days if not weeks of waiting for them to show up. Zim, on the other hand, was usually at school or at his base where Dib could easily find him and photograph him without his disguise. He could even rummage through his trash if Zim wasn't at home.

But now Zim was in a completely different part of the country.

Dib just sat there, at his desk, and stared up at the clock as if it would make time go faster. The teacher droned on and on about the doomed universe while Dib's classmates spit spitballs at each other or texted their friend sitting across from them.

"This wouldn't be so boring if Zim was here," Dib muttered to himself "I shouldn't have told on him for beating up those kids. They bully me yet I save them. How fucking ironic."

The clock struck 3:00 and the bell rang. Dib ran to the door and was the third one out of the classroom. As soon as he reached his locker a couple of tough looking boys who were oh so obviously stronger and older than him blocked his locker.

The red-head shoved Dib onto the ground and mockingly said, "Oh look, Vince, it's the big-headed freak who thinks he was abducted by aliens."

The platinum blonde, Vince, sneered and arrogantly flipped the patch of hair blocking his left eye. "Indeed it is, Garry. Shall we teach him a lesson for stalking Teresa?"

Dib glared up at Vince and growled, "Teresa is a Vampire! I saw her feeding off of some other girl behind the school."

Vince snarled, revealing his long fangs, and lunged toward Dib. Dib quickly stood up and dodged Vince's attack.

"I'll fucking KILL you, you little piece of shit!" Vince screamed.

Garry cracked his knuckles and chuckled. "Run little faggot, run."

Dib sighed, picked up his backpack, and ran. He went through the hallway, down to the door, opened it, and ran out of the school. The Sunlight temporarily blinded him, but he kept running toward his neighborhood.

He heard Vince and Garry behind him. He looked back and Garry was barely keeping up while Vince was getting closer each second.

"Damn Vampires," Dib barely whispered through his heavy breathing.

Dib grabbed his backpack and pulled out some garlic. He threw it at Vince and slowed down to a jogging pace.

Vince caught the garlic in his mouth then spit it out. A large burn began to appear around his mouth as he screamed and fell to his knees. Garry was nowhere to be seen.

Dib approached the wounded Vampire and said, "I always keep some garlic in my backpack, Vince. Don't _ever_ forget that. I should have let Zim beat your sorry ass to a gooey pulp."

Vince slowly looked up at Dib and whimpered, "Asshole."

Dib rolled his eyes and smiled. He turned around and continued to his house.

He found Gaz making some coffee in the kitchen listening to some weird heavy metal band on the radio. Dib turned down the music then walked over to the refrigerator to get a snack.

Gaz stirred some sugar into her cup of coffee and took a small sip without even blowing on it. "Did you get chased again?"

Dib sighed and grabbed an apple. "Was it that obvious?"

"You're practically gasping for air."

He sat down and stared down at the small reddish apple. "Yeah, Vince thought I was stalking his Vampire girlfriend so he had Garry help him try to beat me up. I outran Garry and hit Vince with a piece of garlic. I always wonder what it's like to walk home without getting attacked."

Gaz chuckled and replied after sipping some more of her coffee, "It's not as fun."

Dib bit out a chunk out of the apple and reluctantly swallowed it. "This tastes like cardboard."

Gaz sat across from him and replied with, "Doesn't everything these days with all those chemicals and artificial flavors?"

Dib shrugged and threw the apple into the trash can. He grabbed a glass of orange juice and sat back down.

"Do you know where Zim was sent?"

Gaz finished off the last of her coffee then replied, "New York. Apparently he has to study Spider-man."

Dib's jaw dropped. "How do you know that?"

"Sometimes I hack the school records when I'm bored and I figured you'd ask sooner or later."

Dib smiled and drank his orange juice. "Otherwise I'd constantly annoy you, right?"

"Yeah, just go to New York so I don't have to hear your stupid voice anymore. Please stay there for a long time, maybe for a few weeks."

Dib stood up and put the glass in the dishwasher. "Sure, it'll probably take that long to convince him to come back anyways. He sounded really intent on staying there for a while."

"I would stay there if I were him. Anything to be away from you."

Dib sighed softly and walked up to his room. There was nothing better than being insulted by your own sister. He sat down at his desk and turned on his super expensive high-tech computer.

"Spider-man, huh? Our principal sure does like super-heroes. So Zim is all the way over in New York. Plane tickets won't be cheap this time of the year. Good thing my dad is an extremely successful and famous scientist."

Did purchased a plane ticket to New York that was scheduled to leave Saturday then printed it out.

"Perfect, I leave tomorrow. Now I just have to pack."

* * *

Harry closed his bedroom door and sighed. "Jeez, Venom, my dad almost saw me."

Venom snickered and replied, "Relax, Harry, he wouldn't think it wasss you. He'd probably think it wasss Ssspider-man."

Harry looked down at his watch. "5:01 p.m. His limo won't drop him off here for another fifteen minutes."

Harry walked over to his dresser with a picture of himself, Peter, and Mary Jane on it. He picked it up and looked at it, remembering all the great times he had with his two best friends. Harry growled after noticing Peter's arm around MJ. He almost threw the picture onto the floor, but stopped when he heard the front door open.

"Sssoundsss like your father isss home."

Harry set the picture back onto the dresser and opened his bedroom door quietly. Then he sat down at his desk, pretending to do his homework.

He heard his dad talking to someone on the phone downstairs. "No, no send it tonight. What? Okay. I understand. Thank you. Good bye." He hung up the phone then called for Harry. "Harry? I need you to come down here for a minute."

Harry blushed. "He better not have found out about you," he whispered to Venom.

"It'sss something elssse entirely, Harry. Trussst me."

"I'm coming, dad." Harry sighed and walked downstairs.


	11. Chapter 10

Harry wiped some sweat off of his forehead and continued down the stairs to his father.

"Calm down, Harry, act natural. Everything will be fine," whispered Venom.

Harry took a long, deep breath and hesitantly approached his father, Norman Osborn.

"Ah, it's good to see you Harry. Do you know why I've called you down here?"

Harry nervously shook his head and replied, "No, why?"

Norman smiled and put his hand on Harry's shoulder. "Why? Well, you know what time of the year it is. Christmas will be here soon and I've gotten you a very special present. You know that movie _Spider-Man Rocks 2_?"

"Yeah, isn't that going to be released next year?"

"I just happened to get five tickets for a private, early viewing on Christmas Eve. Maybe you and four of your friends could go see it together. I would go too, but action movies just aren't my type."

Norman handed Harry the tickets then walked away to the kitchen. Harry tightly clutched the tickets to his chest and sighed with immense relief.

"I told you, Harry, he doesssn't sssussspect a thing."

"You know I doubted you the whole time. But it seems you can be truthful sometimes, or it was plainly a lucky guess."

Venom chuckled softly and hissed, "You'd better go decide who to invite to this strange movie."

"Judging by how bad the story line, special effects, and acting all were in the first one, and that sequels are always bad, I understand why my dad didn't want to go."

Harry went back to his room to think about who he would invite.

* * *

Zim woke up at 7:00 a.m. which was unusual to do on a Saturday. Saturdays were for sleeping in and relaxing and having fun staying up all night. Either Zim knew no such thing or he didn't enjoy those activities as much as humans did.

He looked at himself in the mirror and the memory of discovering that Peter was Spider-man hit him like a rifle bullet. Zim especially remembered forgetting his disguise. He quickly put it on and got dressed.

Zim found no one downstairs and a small handwritten note on the table. It read:

_Went skiing with the girls for the weekend. Will be back Sunday night. I left food in the fridge and some money in the drawer just in case. See you soon. Hugs and kisses. –Aunt May_

Zim shivered at the 'hugs and kisses' part. He knew this note was obviously for Peter so he put it back down on the table.

Suddenly he heard footsteps and Peter came walking wearily down that stairs. He yawned and scratched his butt.

Zim, "I think this is for you."

Zim handed the note to Peter and looked in the fridge even though he knew he wouldn't find anything edible in there.

Peter read the note and smiled. "Cool, got the whole weekend to myself!"

Zim sighed and closed the fridge. Peter looked over at Zim and said, "What are you looking for?"

"It's…hard to explain. I might have left it upstairs."

Peter shrugged and began to put mini waffles in the toaster.

Zim looked through his bag and pulled out what looked like a yellow pudding cup.

"Ah, there it is."

He pulled off the lid, got some of the yellow goop on his finger, and ate it off of his finger.

"Mmm, delicious."

Zim smiled and walked downstairs with his cup of yellow goop. He found Peter eating a stack of mini waffles with butter, syrup, jam, and peanut butter on them. He kept himself from gagging and looked away for a second.

Zim sat down next to Peter and continued to eat his extremely tasty yellow goop. Peter looked over at him and exclaimed with a mouth full of food, "What is that!?"

Zim rolled his eyes and said, "It's food that I can eat."

"You can't eat human food?"

"No, it makes me sick and all kinds of other horrible, unspeakable things."

"Oh…okay." He continued eating his mini waffles and Zim continued eating his weird goopy stuff.

* * *

Dib smiled as soon as he was off of that wretched plane. He was just a little scared of heights, but mostly when he was on unstable structures or riding in unstable vehicles such as old planes.

Dib flagged down a taxi as soon as he got his luggage and went to a very fancy resort that his dad was a member of. As soon as he was at the resort he checked into his room and laid down on his king-sized bed.

"Finally, I'm off of that stupid plane."

Dib smiled and sat up. He walked over to the window and took in the amazing view of the resort's outdoor pool and all of New York. It was about 7 or 8 o'clock at night so all of the bright lights were on. Dib found a radio and turned on some music then pulled out his laptop. He set it on the desk and turned it on.

"Now I just have to find out where Zim is. He'll probably be at his school on Monday but it wouldn't hurt to know where he lives, too."

Dib began hacking into the school data base and found several locations where Zim could possibly be staying. He narrowed it down to two relatively close locations and wrote them down on a map.

Dib spent the rest of the night swimming in the fancy pool then watched TV and finally went to bed.

* * *

_-The rest of the weekend had absolutely no significance and was rather boring.-_

* * *

Zim couldn't tell if it was Peter's knowledge of him being an alien or something following him making him feel edgy today. It was a Monday so he was a little cranky but something just didn't feel right. He refused to shrug it off so he walked through the hallway on high alert.

Peter went over to talk to Harry and MJ so Zim continued to his locker near the end of the hallway which was mostly vacant. He switched out some books and prepared himself for math homework after school, which was extremely easy since he was an Irken who could do page long math formulas mentally.

He heard a strangely familiar footstep behind him and he quickly turned around. Zim's eyes met with those of the person making the footsteps and they glared at each other for a minute.

"Dib, what are _you_ doing here?"

"I came to make sure you didn't reign terror down onto your new classmates."

"You got beat up by those kids you saved from me, didn't you?"

"Almost, but I got away unharmed. And how did you know?"

"I figured they might be after you since one of them was a vampire and you're always stalking the supernatural types. So what are you really doing here, Dib? Are you going to beg for me to come back? Or are you going to try to expose me as an alien at this school instead?"

Dib gritted his teeth and replied, "Neither, school is just a bit less entertaining without you around and most of the supernatural types are less active or harder to find during the cold winter. You seemed like a good plan B."

"Plan B? I thought I was at the top of the list since I'm a threat to the Earth."

"It's been so long since you came here, Zim, and still you're not even relatively close to conquering us. Did you give up or are you plans just that bad?"

Zim growled, dropped his backpack, and grabbed Dib's neck. He then held him against the wall and said menacingly, "That's only because this particular plan takes time. It takes a lot of time and careful planning, Dib. But once you realize what it is it will be far too late to stop it."

Dib tried to pull Zim's hand off his neck, but it wasn't working at all. Suddenly the school Principal glared at Zim and crossed his arms. Zim reluctantly let go of Dib and picked up his backpack. Dib giggled when he noticed the Principal.

"Yeah, you're some bad ass, Zim."

"Fuck off, Dib-stink; I'm only letting this go until the bell rings. You have that long to run and hide because once that bell rings, I will find you."

"You're beginning to sound a lot like my sister."

"Good, because that's who I was trying to imitate."

Dib smiled, realizing how much he had missed this arrogant alien.

"I'd better run away so you don't quote-and-quote 'kick my ass'."

"Just a minute more and I can kick you sorry excuse for an ass."

Zim smirked and cracked his knuckles. The bell rang and Dib took off running faster than you can say (_insert tongue twister here_.)

Zim chuckled under his breath and followed closely behind him.

* * *

Peter, Harry, and Mary Jane noticed Zim running after some kid with black, scythe shaped hair and round glasses down the hallway. Mary Jane giggled and said to Peter, "Who did your new friend just go running after?"

Peter smiled and shrugged. "I honestly wish I knew. Zim doesn't really talk about his hometown or about any of his friends either."

"He probably doesn't have any," Harry muttered quietly to himself.

MJ looked at the time on her cellphone and sighed. "I'd better get going. With the homework load they're giving out these days I'll be lucky to finish by 9:00 along with eating and showering."

Peter frowned and said, "Well, if you need any help with homework you can ask me."

MJ smiled and pushed a stray piece of hair behind her ear awkwardly. "I probably won't need any help, but thank you for offering." She looked over at Harry and waved. "Good bye, you two. See you later."

She walked down the hallway and out the doors leaving Peter and Harry by the lockers. Peter noticed that Harry looked a bit strange. He couldn't quite put his finger on it, but something was wrong. He physically looked the same as always but his presence felt…different, maybe uninviting?

"Are you okay, Harry?"

Harry looked up at Peter and forced a fake smile. "Never better, why?"

"You've been really quiet today."

Harry sighed and put his hand in his pocket. "I know, I've just been wondering about...certain things."

"Like what?"

Harry shook his head a bit and took a deep breath. "Do you have feelings for her?"

Peter blushed and replied uneasily, "For who?"

"Mary Jane."

Peter could see Harry was trying to hold back a lot of strong emotions.

He looked Harry in the eyes and truthfully replied, "Yes, I do, Harry. And I know that you used to like her too, but I didn't realize that you still did."

"I'm sorry." Harry tried to hold back burning tears as he spoke to Peter.

He began to walk away, but stopped after walking about 20 feet away from Peter. Peter walked over to him and was about to put his hand on Harry's shoulder, but retracted his hand knowing how badly that would end.

"I'm here. And I know that you don't want to speak with me right now, but I could still walk home with you if you want."

Harry nodded and covered his most of his face with his hand.

_"__Probably trying to hide his tears,"_ Peter thought to himself.

* * *

But Harry wasn't hiding his tears for he wasn't really sad. Yes, he was hurt, but not sad for he knew Peter would say 'yes' so he had been expecting this. What he was really hiding was his sneering face from Peter.

"Very clever, Harry, very clever indeed. You have fooled thisss ignorant friend of yoursss quite well. I mussst admit that I am impressed," Venom hissed softly to him.

Harry couldn't tell if Venom was being sarcastic or actually complimenting him for once. It didn't matter. Peter wouldn't be bothering him for a while so his little plan would work out perfectly.


End file.
